Calpine Corporation Announces Final Results of Tender Offers and
Consent Solicitations for its 7.875% Senior Secured Notes Due 2020 and
7.50% Senior Secured Notes Due 2021

August 05, 2014 04:05 PM Eastern Daylight Time

HOUSTON--(BUSINESS WIRE)--Calpine Corporation (NYSE: CPN) announced today the final results of its
previously announced cash tender offers to purchase any and all of its
outstanding 7.875% Senior Secured Notes due 2020 (CUSIP Nos. U13055 AK1
and 131347 BS4) (the “2020 Notes”) and 7.50% Senior Secured Notes due
2021 (CUSIP Nos. U13055 AM7 and 131347 BW5) (the “2021 Notes” and,
together with the 2020 Notes, the “Notes”) and solicitation of consents
related to the Notes (the “Offers and Consent Solicitations”). The
Offers and Consent Solicitations expired at 12:00 midnight, New York
City time, on August 4, 2014 (the “Expiration Date”).

As of the Expiration Date, $870,908,000 principal amount, or
approximately 98.97% of the outstanding principal amount, of the 2020
Notes and $1,585,453,000 principal amount, or approximately 99.09% of
the outstanding principal amount, of the 2021 Notes, had been validly
tendered (and not validly withdrawn), including $860,508,000 principal
amount of the 2020 Notes and $1,581,580,000 principal amount of the 2021
Notes that were validly tendered (and not validly withdrawn) as of 5:00
p.m., New York City Time, on July 21, 2014 (the “Consent Date”). The
Company has accepted for purchase all Notes validly tendered and not
validly withdrawn pursuant to the Offers and Consent Solicitations.

Calpine Corporation received the requisite consents for each series of
Notes, and executed a supplemental indenture, dated as of July 22, 2014,
with respect to each series of Notes to effect the applicable proposed
amendments described in the Offer to Purchase and Consent Solicitation
Statement, dated July 8, 2014 (the “Offer to Purchase”).

Holders who validly tendered their Notes after the Consent Date but at
or prior to the applicable Expiration Date, received $1,075.71 per
$1,000 principal amount of 2020 Notes and $1,084.29 per $1,000 principal
amount of 2021 Notes accepted for purchase pursuant to the applicable
offer and related consent solicitation, plus accrued and unpaid interest
from the last interest payment date to, but not including, August 5,
2014.

Morgan Stanley & Co. LLC was retained as the dealer manager and
solicitation agent. D.F. King & Co., Inc. was retained to serve as both
the tender agent and the information agent. Persons with questions
regarding the Offers and Consent Solicitations should contact Morgan
Stanley & Co. LLC at (toll-free) (800) 624-1808 or (collect) (212)
761-1057. Requests for copies of the Offer to Purchase, the related
Consent and Letter of Transmittal (the “Letter of Transmittal”) and
other related materials should be directed to D.F. King & Co., Inc. at
(toll-free) (800) 628-8536 or (collect) (212) 269-5550.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes or any other securities, nor
shall there be any sale of the Notes or any other securities in any
state in which such offer, solicitation or sale would be unlawful. The
Offers and Consent Solicitations are made only through the use of the
Offer to Purchase and the accompanying Letter of Transmittal. The Offers
and Consent Solicitations are not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Offers and Consent
Solicitations are required to be made by a licensed broker or dealer,
the Offers and Consent Solicitations will be deemed to be made on behalf
of Calpine Corporation by the dealer manager or one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.

About Calpine

Calpine Corporation owns and operates primarily natural gas-fired and
geothermal power plants in North America and has a significant presence
in major competitive wholesale power markets in California, Texas and
the Mid-Atlantic region of the U.S. Calpine Corporation sells wholesale
power, steam, capacity, renewable energy credits and ancillary services
to its customers, which include utilities, independent electric system
operators, industrial and agricultural companies, retail power
providers, municipalities, power marketers and others.

Forward-Looking Information

In addition to historical information, this release contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Words such as “believe,” “intend,” “expect,”
“anticipate,” “plan,” “may,” “will,” “should,” “estimate,” “potential,”
“project” and similar expressions identify forward-looking statements.
Such statements include, among others, those concerning expectations
regarding the results of the Offers and the Consent Solicitations,
expected financial performance and strategic and operational plans, as
well as assumptions, expectations, predictions, intentions or beliefs
about future events. You are cautioned that any such forward-looking
statements are not guarantees of future performance and that a number of
risks and uncertainties could cause actual results to differ materially
from those anticipated in the forward-looking statements. Please see the
risks identified in this release or in Calpine’s reports and
registration statements filed with the Securities and Exchange
Commission, including, without limitation, the risk factors identified
in its Annual Report on Form 10-K for the year ended December 31, 2013.
These filings are available by visiting the Securities and Exchange
Commission’s website at www.sec.gov
or Calpine’s website at www.calpine.com.
Given the risks and uncertainties surrounding forward-looking
statements, you should not place undue reliance on these statements.
Many of these factors are beyond Calpine Corporation’s ability to
control or predict. Calpine Corporation’s forward-looking statements
speak only as of the date of this release. Actual results or
developments may differ materially from the expectations expressed or
implied in the forward-looking statements, and, other than as required
by law, Calpine Corporation undertakes no obligation to update any such
statements, whether as a result of new information, future events, or
otherwise.